证券代码：002543 证券简称：万和电气 公告编号：2023-034 广东万和新电气股份有限公司 关于回购股份事项前十名股东及前十名无限售条件股东持 股情况的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 广东万和新电气股份有限公司（以下简称"公司"或"万和电气"）于 2023 年 8 月 25 日召开的董事会五届十一次会议和五届五次监事会会议审议通过了《关 于回购公司股份方案的议案》，拟使用自有资金通过二级市场以集中竞价交易的 方式回购公司部分社会公众股份，并依法用于后续实施股权激励或员工持股计划 （以下简称"本次回购"）。本次回购的资金总额不低于 3,000 万元人民币（含） 且不超过 6,000 万元人民币（含）。本次回购股份的价格为不超过人民币 9 元/ 股（含），以公司目前总股本 743,600,000 股为基础，若按回购资金总额上限和回 购股份价格上限进行测算，预计可回购股份数量约为 6,666,666 股，约占公司当 前总股本的 0.8965%；按回购资金总额下限和回购股份价格上限进行测算，预计 可回购股份数量约为 3,333,333 股 ...

Financial Performance - The company reported a revenue of 1.5 billion RMB for the first half of 2023, representing a year-on-year increase of 12%[1]. - The net profit attributable to shareholders was 200 million RMB, up 15% compared to the same period last year[1]. - The company's operating revenue for the first half of 2023 was ¥3,069,375,098.51, a decrease of 19.84% compared to the same period last year[22]. - The net profit attributable to shareholders was ¥413,672,594.69, down 2.29% year-on-year[22]. - The net profit after deducting non-recurring gains and losses was ¥355,142,242.04, a decline of 18.29% compared to the previous year[22]. - The total revenue for the company reached 1,444.07 million RMB, representing a year-on-year increase of 4.5%[80]. - The net profit for the period was 158.19 million RMB, which is an increase of 13.4% compared to the previous year[80]. - The total comprehensive income for the period was CNY 636.80 million, highlighting strong operational performance[187]. - The total comprehensive income for the first half of 2023 was 578.64 million, a decrease of 8.79% compared to the previous period[191]. Market Expansion and Strategy - The company plans to launch three new product lines in the next quarter, focusing on energy-efficient appliances[1]. - The company is expanding its market presence in Southeast Asia, targeting a 25% increase in market share by the end of 2024[1]. - The company is focusing on market expansion and product innovation in response to emerging trends such as green energy and smart connectivity[31]. - The company aims to enhance its market expansion strategies, focusing on new product development and technological advancements[186]. - The company plans to enhance its market presence through strategic acquisitions and partnerships in the home appliance sector[198]. Research and Development - Research and development expenses increased by 30% to 100 million RMB, emphasizing innovation in smart home technology[1]. - Research and development investment increased by 11.31% to approximately ¥134.8 million, up from ¥121.1 million in the previous year[58]. - The company has applied for 246 patents during the reporting period, with a total of 3,116 effective patents, including 230 invention patents[52]. - The company aims to increase its investment in research and development to drive innovation and competitiveness in the market[186]. - Research and development expenses accounted for 6.99 million, representing 0.28% of total revenue, highlighting the company's commitment to innovation[198]. Operational Efficiency - The net cash flow from operating activities increased by 129.28% to ¥966,667,720.91[22]. - The cash flow from operating activities indicates a strong liquidity position, which may support future investments and strategic initiatives[22]. - The company reported a significant increase in short-term borrowings, rising by 264.40% to CNY 364,403,497.89, primarily due to financing from its subsidiary[62]. - The company recorded a net investment income of CNY 4,236,671.25, contributing 0.88% to the total profit[65]. - The cash flow from financing activities included dividend payments of ¥300,267,405.03 in the first half of 2023, compared to ¥255,033,624.13 in the same period of 2022, indicating a commitment to shareholder returns[180]. Risks and Challenges - The company identified key risks including supply chain disruptions and regulatory changes, with mitigation strategies in place[1]. - The company faces risks from international trade tensions, particularly affecting exports of gas ovens, dehydrators, and water heaters, with significant revenue coming from North America, Europe, and Southeast Asia[83]. - The company is vulnerable to macroeconomic cycles and policy changes, particularly in the real estate sector, which significantly influences demand for its main products[85]. - Fluctuations in raw material prices, such as stainless steel and copper, directly impact product costs and profitability, despite agreements with suppliers and customers[88]. - The company's export business is significantly impacted by foreign exchange rate fluctuations, which can directly affect net profit due to potential exchange losses[89]. Corporate Governance and Compliance - The company plans to enhance compliance and operational awareness following regulatory measures taken against its vice chairman[110]. - The company has not reported any adverse effects on its operations due to regulatory actions[110]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[98]. - The half-year financial report has not been audited[107]. - There have been no significant litigation or arbitration matters reported during the period[109]. Shareholder and Equity Information - The company has not implemented any employee stock ownership plans or other incentive measures during the reporting period[95]. - The company plans to terminate the share reduction plan by its controlling shareholder, which involved a maximum of 14.872 million shares, or 2% of the total share capital[131]. - The company’s major shareholder, Ye Yuanzhang, reduced his holdings by 10 million shares, representing 1.3448% of the total share capital, decreasing his stake from 5.5125% to 4.1677%[135]. - The total number of shareholders at the end of the reporting period is 31,819[150]. - The company’s total share capital is currently 743,600,000 shares, which serves as the basis for the share repurchase calculations[136].

证券代码：002543 证券简称：万和电气 公告编号：2023-030 广东万和新电气股份有限公司 五届五次监事会会议决议的公告 本公司及监事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 一、会议召开情况 广东万和新电气股份有限公司（以下简称"公司"或"万和电气"）五届五 次监事会会议于 2023 年 8 月 25 日上午在公司会议室以现场表决和通讯表决相结 合的方式召开，会议于 2023 年 8 月 15 日以书面和电子邮件方式向全体监事进行 了通知。会议应出席监事 3 人，实际出席监事 3 人，会议由监事会主席黄平先生 主持，公司董事会秘书卢宇凡先生列席了本次会议。本次会议的召集、召开符合 《公司法》等有关法律、行政法规、部门规章和《公司章程》、《监事会议事规 则》等规范性文件的规定，会议决议合法有效。 二、会议审议情况 经与会监事认真审议，以现场表决和通讯表决相结合的方式表决了本次会议 的全部议案，通过了如下决议： 1、会议以赞成 3 票、反对 0 票、弃权 0 票审议通过了《<2023 年半年度报告> 及<2023 年半年度报告摘要>》； 监事会发表意见如下：经 ...

证券代码：002543 证券简称：万和电气 公告编号：2023-029 广东万和新电气股份有限公司 一、会议召开情况 董事会五届十一次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 广东万和新电气股份有限公司（以下简称"公司"或"万和电气"）董事会 五届十一次会议于 2023 年 8 月 25 日上午在公司会议室以现场表决和通讯表决相 结合的方式召开，会议于 2023 年 8 月 15 日以书面和电子邮件方式向全体董事进 行了通知。会议应出席董事7人，实际出席董事7人，会议由董事长YU CONG LOUIE LU 先生主持，公司全体监事和全体高级管理人员列席了会议。本次会议的召集、 召开符合《公司法》等有关法律、行政法规、部门规章和《公司章程》、《董事 会议事规则》等规范性文件的规定，会议决议合法有效。 二、会议审议情况 经与会董事认真审议，以现场表决和通讯表决相结合的方式表决了本次会议 的全部议案，通过了如下决议： 1、会议以赞成7票、反对0票、弃权0票审议通过了《<2023年半年度报告>及 <2023年半年度报告摘要>》； 《2023 年半年 ...

关于实际控制人之一卢础其先生提议回购公司股份的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 证券代码：002543 证券简称：万和电气 公告编号：2023-032 广东万和新电气股份有限公司 广东万和新电气股份有限公司（以下简称"公司"或"万和电气"）董事会 于 2023 年 8 月 21 日收到公司实际控制人之一卢础其先生送达的《关于回购公司 股份的提议函》，卢础其先生提议公司使用自有资金以集中竞价交易方式回购公 司股份，具体内容如下： 一、提议人的基本情况及提议时间 1、提议人：公司实际控制人之一卢础其先生。卢础其先生直接持有公司股 份 124,198,776 股，通过控股股东广东万和集团投资发展有限公司间接持有公司股 份 99,245,250 股，通过间接控股股东广东万和集团有限公司（以下简称"万和集 团"）间接持有公司股份 26,206,200 股，合计持有公司股份 249,650,226 股，占公 司总股本的 33.5732%。根据相关法律法规及《公司章程》等规定，提议人卢础其 先生享有提案权。 2、提议时间：2023 年 8 月 21 日 ...

证券代码：002543 证券简称：万和电气 公告编号：2023-033 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民 共和国证券法》（以下简称"《证券法》"）、《上市公司股份回购规则》（以 下简称"《回购规则》"）、《深圳证券交易所上市公司自律监管指引第 9 号— —回购股份》（以下简称"《回购指引》"）以及《广东万和新电气股份有限公 司章程》（以下简称"《公司章程》"）等相关规定，公司拟使用自有资金通过 深圳证券交易所交易系统以集中竞价交易的方式回购公司部分社会公众股份，并 依法用于后续实施股权激励或员工持股计划。公司于 2023 年 8 月 25 日召开董事 会五届十一次会议和五届五次监事会会议审议通过了《关于回购公司股份方案的 议案》，公司独立董事发表了明确同意的独立意见。根据《公司法》、《公司章 程》的相关规定，本次回购方案在董事会审批权限范围内，无需提交股东大会审 议。现将本次回购股份方案的具体内容公告如下： 一、回购股份方案主要内容 （一）回购股份的目的 基于对公司未来发展前景的信心以及对公司价值的高度认可，同时进一步健 全公司长效激励机制，吸引和留住优秀人才，激发员工奋斗精 ...

1 | | | | 占用方与上 | | 上市公司核 | 2023年期初占用 | 2023年度1-6 月占用累计发 | 2023年度1- 6月占用资 | | 2023年度1-6 | 2023年6月末占 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 非经营性资金占用 | 资金占用方名称 | | 市公司的关 | | 算的会计科 | 资金余额 | 生金额（不含 | 金的利息 | | 月偿还累计发 | 用资金余额 | 占用形成原因 | | 占用性质 | | | | | 联关系 | | 目 | | | | | 生金额 | | | | | | | | | | | | | 利息） | (如有) | | | | | | | | 控股股东、实际控制 | | | | | | | | | | | | - | | | | 人及其附属企业 | | | | | | | | | | | | - | | | | 小计 | | - | | - | - | - | | - | - | - | ...

广东万和新电气股份有限公司 独立董事关于相关事项的独立意见 根据《关于在上市公司建立独立董事制度的指导意见》、《深圳证券交易所 股票上市规则》、《深圳证券交易所上市公司自律监管指引第1号——主板上市 公司规范运作》、《独立董事制度》和《公司章程》等相关规定，我们作为广东 万和新电气股份有限公司（以下简称"公司"或"万和电气"）的独立董事，基 于独立判断的立场和审慎、负责的态度，对公司相关材料进行认真审核，并听取 公司管理层的详细说明后，谨对以下事项发表意见： 一、关于公司 2023 年上半年度控股股东及其他关联方占用公司资金、公司对外 担保情况的独立意见 根据中国证监会《关于规范上市公司与关联方资金往来及上市公司对外担保 若干问题的通知》、《关于规范上市公司对外担保行为的通知》（证监发[2005]120 号）等规范性文件的规定和要求，作为公司的独立董事，我们本着实事求是的原 则，对 2023 年上半年度公司控股股东及其他关联方占用公司资金、公司对外担 保情况进行了认真的核查和落实，发表独立意见如下： 1、报告期内，公司不存在控股股东及其他关联方违规占用公司资金的情况， 也不存在以前年度发生并累计至 2023 ...

Financial Performance - The company's operating revenue for 2022 was ¥6,627,812,218.25, a decrease of 11.95% compared to ¥7,527,138,468.85 in 2021[23]. - Net profit attributable to shareholders for 2022 was ¥550,033,605.62, representing a 53.53% increase from ¥358,256,616.51 in 2021[23]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥635,823,209.97, up 111.44% from ¥300,714,791.47 in 2021[23]. - The net cash flow from operating activities increased by 98.76% to ¥815,263,691.45 from ¥410,167,108.15 in 2021[23]. - Basic earnings per share for 2022 were ¥0.74, a 54.17% increase from ¥0.48 in 2021[23]. - Total assets at the end of 2022 were ¥6,890,705,936.45, a decrease of 15.22% from ¥8,127,736,179.56 at the end of 2021[23]. - Net assets attributable to shareholders at the end of 2022 were ¥4,318,047,327.47, an increase of 7.72% from ¥4,008,724,624.99 at the end of 2021[23]. - The company's weighted average return on equity for 2022 was 13.28%, up from 8.48% in 2021[23]. - The company achieved total revenue of ¥6,627,812,218.25 in 2022, a decrease of 11.95% compared to the previous year[57]. - Operating profit increased by 46.57% year-on-year to ¥623,376,540.85, while total profit rose by 52.19% to ¥632,174,917.21[57]. Dividend Distribution - The company plans to distribute a cash dividend of 4 CNY per 10 shares (including tax) based on a total share capital of 743,600,000 shares as of December 31, 2022[4]. - The total cash dividend amount is 297,440,000 CNY, which accounts for 100% of the profit distribution total[187]. - The total distributable profit for 2022 was 969,707,355.13 CNY after deducting cash dividends of 245,388,000 CNY paid on June 16, 2022[189]. Market Strategy and Expansion - The company aims to transition into a leading provider of integrated kitchen and bathroom solutions, focusing on smart kitchen and bathroom products[36]. - The company is focusing on rural market expansion as part of its strategy to stimulate consumption in underdeveloped areas, aligning with national policies on rural revitalization[34]. - The company has established a strong market position, with its gas water heaters and gas appliances consistently ranking among the top in export volumes[35]. - The company is actively pursuing market expansion through various digital platforms, achieving brand communication and fan interaction across multiple channels[45]. - The company plans to enhance research on new products and technologies, focusing on energy-saving and intelligent control technologies[66]. - The company aims to enhance its market presence in the mature business sectors of gas heating, electric heating, and heating stoves, while also expanding the market scale of kitchen appliances and international ovens[104]. Research and Development - The company has applied for 665 patents and has a total of 2,938 effective patents, including 208 invention patents, showcasing its commitment to continuous technological innovation[52]. - The company is investing 200 million RMB in R&D for new product development, focusing on energy-efficient appliances[150]. - The company is investing in research and development to innovate and improve its product offerings[167]. - The company aims to enhance product quality and efficiency through ongoing process improvements in R&D[80]. Corporate Governance - The company emphasizes the importance of accurate financial reporting and has ensured that all board members attended the meeting to review the annual report[4]. - The company has established a governance structure that complies with relevant laws and regulations, ensuring accurate and timely information disclosure without receiving any regulatory penalties[119]. - The company has committed to respecting the rights of all stakeholders, promoting a balanced development among shareholders, employees, and the company itself[127]. - The company has implemented a transparent performance evaluation and incentive mechanism for its directors and managers[124]. - The company has a clear asset ownership structure, with all necessary assets for its operations independently owned[133]. Social Responsibility and Environmental Commitment - The report highlights the company's commitment to social responsibility and environmental issues[8]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[199]. - The company has taken measures to reduce carbon emissions, although specific details were not disclosed[200]. - The company’s social responsibility report was published on April 29, 2023, detailing its commitments and actions[200]. Risks and Challenges - The company has outlined potential risks in its future plans, which depend on various market conditions[4]. - The company faces risks from international operations, with significant revenue dependence on Southeast Asia, North America, and Europe, which may impact exports and profitability due to geopolitical and trade friction[110]. - The company's main products, water heaters and kitchen appliances, are heavily influenced by the real estate market; economic downturns could slow consumer demand and affect performance[111]. - Fluctuations in raw material prices, such as stainless steel and copper, directly affect product costs and profitability; the company has strategies to mitigate these risks through centralized procurement and inventory control[114]. Operational Efficiency - The company aims to enhance its operational efficiency through strategic partnerships and collaborations[167]. - The company is focusing on transforming its retail capabilities to be user-oriented, enhancing internal value chain processes including marketing, product development, and after-sales service[106]. - The company aims to reduce operational costs by 10% through improved supply chain management in the next fiscal year[150]. Leadership and Management Changes - The company appointed a new president, Lai Yuwen, on November 10, 2022, to accelerate the introduction of professional managers[140]. - The company has undergone a board restructuring with multiple appointments and dismissals on July 5, 2022, including the election of new independent directors[140]. - The company aims to enhance its strategic management and operational efficiency through the new leadership team[140].

Financial Performance - The company reported a total revenue of 5.2 billion RMB for the year 2022, representing a year-on-year increase of 15%[1] - The net profit attributable to shareholders was 800 million RMB, an increase of 12% compared to the previous year[1] - The company's operating revenue for 2022 was ¥6,627,812,218.25, a decrease of 11.95% compared to ¥7,527,138,468.85 in 2021[24] - Net profit attributable to shareholders for 2022 was ¥550,033,605.62, representing a 53.53% increase from ¥358,256,616.51 in 2021[24] - The net profit after deducting non-recurring gains and losses was ¥635,823,209.97, up 111.44% from ¥300,714,791.47 in the previous year[24] - The net cash flow from operating activities increased by 98.76% to ¥815,263,691.45 from ¥410,167,108.15 in 2021[24] - Basic earnings per share rose to ¥0.74, a 54.17% increase compared to ¥0.48 in 2021[24] - The total revenue for 2022 was ¥6,627,812,218.25, representing a decrease of 11.95% compared to ¥7,527,138,468.85 in 2021[72] - The company reported a total revenue of 1.5 billion RMB for the fiscal year 2022, representing a year-over-year increase of 10%[150] - The company reported a net profit attributable to shareholders of 371,402,187.60 CNY for the year 2022, with a legal surplus reserve of 37,140,218.76 CNY[190] Dividends and Profit Distribution - The company plans to distribute a cash dividend of 4 RMB per 10 shares, based on a total share capital of 743.6 million shares as of December 31, 2022[4] - The total cash dividend amount for 2022 is 297,440,000 CNY, which accounts for 100% of the profit distribution[188] - The total distributable profit for 2022 was 969,707,355.13 CNY after deducting cash dividends of 245,388,000 CNY paid on June 16, 2022[190] - The company has established a cash dividend policy that ensures continuity and stability in profit distribution, protecting the rights of minority investors[187] Market Expansion and Strategy - The company aims to expand its market presence in Southeast Asia, targeting a 25% increase in market share by 2025[1] - The company is actively pursuing market expansion through strategic partnerships and innovative retail models, positioning itself for future growth[44] - The company plans to expand its market presence in Southeast Asia, targeting a 20% market share within the next three years[150] - The company is exploring potential mergers and acquisitions to enhance its competitive position in the market[1] - The company is exploring potential acquisitions to strengthen its market position, with a budget of 20 million RMB allocated for this purpose[164] - The company is advancing its "going global" strategy by establishing overseas factories and local sales teams, particularly targeting emerging markets with significant growth potential[108] Research and Development - The company is investing 200 million RMB in R&D for new technologies in energy efficiency[1] - The company aims to enhance its R&D capabilities to develop energy-efficient products, transitioning from single-use hot water products to a broader range of applications[38] - The company plans to enhance research on new products and technologies, focusing on environmentally friendly and energy-efficient solutions[66] - The company has established a new energy division to accelerate the development of hydrogen energy technologies and products for household gas appliances[70] - Research and development investments have increased by 50%, totaling 5 million RMB, to enhance product innovation and technology[164] - The company has made significant technological advancements, holding a total of 2,938 valid patents, including 208 invention patents as of the end of the reporting period[54] User Growth and Engagement - User data showed a growth in active users by 20%, reaching 1.5 million by the end of 2022[1] - The user base grew to 5 million active users, an increase of 25% compared to the previous year[150] Operational Efficiency and Cost Management - The company aims to reduce operational costs by 10% through supply chain improvements in the next fiscal year[150] - The company has implemented cost-cutting measures, aiming to reduce operational expenses by 10% over the next year[164] Governance and Compliance - The company strictly adheres to the requirements of the Company Law and relevant regulations, ensuring compliance in governance and information disclosure[119] - The company has established a robust governance structure, ensuring compliance with relevant laws and regulations, with no undisclosed matters affecting operations or performance[198] - The company has a transparent performance evaluation and incentive mechanism for its directors and managers, aligning with legal regulations[124] - The company has implemented a robust internal audit system to oversee daily operations and ensure compliance with internal controls[128] Risks and Challenges - The company has identified key risks including market volatility and supply chain disruptions, which may impact future performance[1] - The company faces risks from international operations, with significant revenue dependence on Southeast Asia, North America, and Europe, which may impact exports and profitability due to geopolitical and trade friction[110] - Fluctuations in raw material prices, such as stainless steel and copper, directly affect product costs and profitability; the company has established pricing agreements to mitigate these risks[114] Product Development and Innovation - New product launches are expected to contribute an additional 500 million RMB in revenue in 2023[1] - The company is focusing on expanding its product line to include smart kitchen and bathroom solutions, enhancing its market presence in the energy integration hot water system sector[37] - The company launched new products, including the S1 electric water heater, which won the 2022 Red Dot Design Award, and the Q5L36 gas stove, which received the iF Design Award in 2023[52] Shareholder Engagement - The annual general meeting had a participation rate of 75.31% on May 24, 2022, demonstrating strong shareholder engagement[136] - The company has a comprehensive information disclosure system, providing equal access to information for all shareholders[126]